Board of Governors of the Federal Reserve System

Framework for Considering the Consolidation of Legal Entities

Consolidation Analysis in Subtopic 810-10
There are five boxes in a column. The first box says, "Is the entity being evaluated for consolidation a legal entity? (810-10-15-4)"; if the answer is "NO," go to the "Stop consolidation analysis" (with a reference to footnote 1) box and you are finished. If the answer is "YES," go to the second box.

The second box says, "Does a scope exception from the consolidation guidance apply? (810-10-15-12)"; if the answer is "YES," go to "Stop consolidation analysis" (with a reference to footnote 1) and you are done. If the answer is "NO," go to the third box in the column.

The third box says, "Does a Variable Interest Entities (VIE) Subsection scope exception apply? (810-10-15-17)"; if you answer "YES," go to the "Evaluation under Voting Interest Model" box and you are done. If the answer is "NO," go to the fourth box in the column.

The fourth box says, "Does the reporting entity have a variable interest in the legal entity? (810-10-55-16 through 55-41)"; if the answer is "NO," go to the "Stop consolidation analysis" (with a reference to footnote 1) box and you are done. If the answer is "YES," go to the fifth box in the column.

The fifth box says, "Is the legal entity a VIE? (810-10-15-14)" (with a reference to footnote 2); if the answer is "YES," go to the "Evaluation under Variable Interest Model" and you are done. If "NO," go to the "Evaluation under Voting Interest Model" box and you are done.

Footnote 1: Consolidation not required; however, evaluation of other generally accepted accounting principles (GAAP) may be relevant to determine recognition, measurement, or disclosure.

Footnote 2: A legal entity is a VIE if any of the following conditions exist:
a. The equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support provided by any parties.
b. As a group, the holders of the equity investment at risk lack any of the following characteristics of a controlling financial interest:

1. The power to direct the activities that most significantly impact the entity’s economic performance:

          i. For legal entities other than limited partnerships, investors lack that power through voting rights or similar rights if no owners hold voting rights or similar rights (such as those of a common shareholder in a corporation).
          ii. For limited partnerships, partners lack that power if neither (01) nor (02) below exists:

                 01. A simple majority or lower threshold of limited partners (including a single limited partner) with equity at risk is able to exercise substantive kick-out rights through voting interests over the general partner(s)
                 02. Limited partners with equity at risk are able to exercise substantive participating rights over the general partner(s).

     2. The obligation to absorb expected losses.
     3. The right to receive expected residual returns.

c. The equity investors' voting rights are not proportional to the economics, and substantially all of the activities of the entity either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

Two-rate approach:

Total budgeted employee salary and ROB, divided by Total employee AWH hours, and/or

Total budgeted annual OAH costs, divided by Total annual budgeted OAH hours

Blended-rate approach:

Total budgeted employee salary and ROB plus Total budgeted annual OAH costs, divided by Total employee AWH hours plus Total budgeted OAH hours